Основная статистика
| LEI | 5493007Z8Q1H45KT7W98 |
| CIK | 1794846 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Atlas Corp. - Preferred Stock
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| July 11, 2025 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address |
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| July 10, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 21, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 18, 2025 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of pr |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executive offic |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| March 14, 2025 |
EXHIBIT 4.19 ASSET PURCHASE AGREEMENT by and among SAWGRASS BUYER LLC (“Buyer”), ATLAS CORP. (“Atlas”), and CERTAIN SUBSIDIARIES OF ATLAS IDENTIFIED HEREIN (collectively, “Sellers”) November 19, 2024 57073941 ACTIVE/131483433.18 #205642 v2 TABLE OF CONTENTS Page ARTICLE 1 PRINCIPAL TRANSACTION 1 Section 1.1 Sale and Purchase of Purchased Assets 1 Section 1.2 Cash Purchase Price; Payment 3 Section |
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| March 14, 2025 |
EXHIBIT 12.1 CERTIFICATION I, Bing Chen, Chief Executive Officer and Interim Chief Financial Officer of Atlas Corp., certify that: 1. I have reviewed this annual report on Form 20-F of Atlas Corp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under |
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| March 14, 2025 |
EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form-20-F”), I, Bing Chen, Chief Executive Officer and Interim Chief Fin |
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| March 14, 2025 |
EXHIBIT 11.1 INSIDER TRADING POLICY Summary Statement No employee, officer or director of Atlas Corp. (“Atlas”) or any of its affiliates, whether or not a citizen of the United States (the “Covered Persons”), may, directly or indirectly, purchase or sell any security while aware of material non-public information (known as “Inside Information”) regarding such security, whether or not such informat |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| February 12, 2025 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal execut |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| March 14, 2024 |
EXHIBIT 2.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of Atlas Corp. (“Atlas”). Because the following is only a summary, it may not contain |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| March 14, 2024 |
Exhibit 12.1 CERTIFICATION I, Bing Chen, Chief Executive Officer and Interim Chief Financial Officer of Atlas Corp. (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstan |
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| March 14, 2024 |
ATLAS CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97 ATLAS CORP. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1.Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement |
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| March 14, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Form-20-F”), I, Bing Chen, Chief Executive Officer and Interim Chief Fin |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| October 31, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executi |
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| October 31, 2023 |
Exhibit 99.1 Atlas Corp. Announces the Completion of Full Redemption of Its Series I Preferred Shares Full Redemption Of Its Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Shares – Series I LONDON, UK, Oct. 31, 2023 — Atlas Corp. (the “Company” or “Atlas”) today announced that it completed its previously announced redemption of all outstanding shares of its Fixed-to-Floating Rate |
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| October 30, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 10, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 12, 2023 |
Exhibit 99.1 Atlas Corp. Announces Full Redemption of Its Series I Preferred Shares Full Redemption Of Its Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Shares – Series I LONDON, UK, Oct. 12, 2023 — Atlas Corp. (the “Company” or “Atlas”) today announced that it will redeem all outstanding shares of its Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, Seri |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executive o |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 F-3DPOS As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
EX-4.2 Exhibit 4.2 SEASPAN CORPORATION AND ATLAS CORP. AND THE BANK OF NEW YORK MELLON, as Trustee SUPPLEMENTAL INDENTURE March 28, 2023 3.75% Exchangeable Senior Notes due 2025 SUPPLEMENTAL INDENTURE dated as of March 28, 2023 (this “Supplemental Indenture”), among Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly owned subsidiary of the Parent |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POSASR 1 d488612dposasr.htm POSASR As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. 333-238178 333-254536 333-257967 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form F-3 Registration Statement No. 333-238178 Post-Effective Amendment No. 1 to Form F-3 Registration Statement No. 333-254536 Post-Effe |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 S-8 POS 1 d492326ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. 333-200640 333-212230 333-222216 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-200640 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-212230 Post-Eff |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
Exhibit (d)(22) Exhibit (d)(22) ATLAS CORP. March 26, 2023 Poseidon Acquisition Corp Poseidon Merger Sub, Inc. Ladies and Gentlemen: We are writing with respect to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2022, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Poseidon Acquisition Corp., a Marshall Islands corporation (“Par |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
EX-2.2 Exhibit 2.2 ATLAS CORP. March 26, 2023 Poseidon Acquisition Corp Poseidon Merger Sub, Inc. Ladies and Gentlemen: We are writing with respect to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2022, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and Po |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POSASR As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 F-3DPOS As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
Exhibit (d)(24) Exhibit (d)(24) March 28, 2023 Mr. David L. Sokol 2400 Del Lago Drive Fort Lauderdale, FL 33316 Re: Letter Agreement re: Rollover and Contribution Agreement, dated as of October 31, 2022 Dear Mr. Sokol: Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Poseidon Acquisiti |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
Atlas and Poseidon Announce Completion of Acquisition by Poseidon Acquisition Corp. EX-99.1 Exhibit 99.1 Atlas and Poseidon Announce Completion of Acquisition by Poseidon Acquisition Corp. LONDON and TORONTO, March 28, 2023 – Atlas Corp. (“Atlas” or the “Company”) (NYSE: ATCO) and Poseidon Acquisition Corp. (“Poseidon”), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), certain affiliates of the Washington Family (“Washington”), David Sokol |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 S-8 POS As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POSASR As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 F-3DPOS As filed with the Securities and Exchange Commission on March 28, 2023 Registration Nos. |
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| March 28, 2023 |
AMENDED AND RESTATED BYLAWS ATLAS CORP. ARTICLE I EX-3.1 Exhibit 3.1 As Adopted on March 28, 2023 AMENDED AND RESTATED BYLAWS OF ATLAS CORP. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH 96960. Section 1.2 Other Offices. The Corporation may also have an office or offices at such o |
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| March 28, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 26, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal execut |
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| March 28, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 10, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 28, 2023 |
[Signature Page – Rollover Agreement Letter Agreement (Bing Chen)] Exhibit (d)(23) Exhibit (d)(23) March 23, 2023 Mr. Bing Chen 35B, Block 5, Dynasty Court 23 Old Peak Road, Mid-Level Central, HK Re: Letter Agreement re: Rollover and Contribution Agreement, dated as of October 31, 2022 Dear Mr. Chen: Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Po |
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| March 28, 2023 |
SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Atlas Corp. (Name of the Issuer) Atlas Corp. Poseidon Acquisition Corp. David L. Sokol Fairfax Financial Holdings Limited The Second 810 Holdco Ltd. Fairfax (Barbados) International Corp. Wentw |
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| March 20, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Atlas Corp. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| March 16, 2023 |
Exhibit 12.1 CERTIFICATION I, Bing Chen, Chief Executive Officer of Atlas Corp. (the “Company”), certify that: 1.I have reviewed this report on Form 20-F of the Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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| March 16, 2023 |
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.51 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 3, 2023 among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., as Structuring Agent CITIBANK, N.A., as global coordinator, left lead mandated lead arranger and joint-bookrunner BANK OF MONTREAL, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, HONG KONG BRANC |
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| March 16, 2023 |
Exhibit 12.2 CERTIFICATION I, Graham Talbot, Chief Financial Officer of Atlas Corp. (the “Company”), certify that: 1. I have reviewed this report on Form 20-F of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| March 16, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Bing Chen, Chief Executive Officer of the Company, certi |
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| March 16, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-15.1 10 atlascorp-20221231xexx151.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Atlas Corp. We consent to the use of our report dated March 15, 2023 on the consolidated financial statements of Atlas Corp. (the “Entity”), which comprise the consolidated balance sheets of Atlas Corp. as of December 31, 2022 and 2021, the related consolida |
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| March 16, 2023 |
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 4.50 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 3, 2023 among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., as Structuring Agent CITIBANK, N.A., as global coordinator, left lead mandated lead arranger and joint-bookrunner BANK OF MONTREAL, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, HONG KONG BRANC |
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| March 16, 2023 |
Exhibit 4.52 SECOND AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT dated as of March 3, 2023 among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Primary Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE OTHER SECURED PARTIES FROM TIME TO TIME PARTY HERETO, UMB BANK, NATIONAL ASSOCIATION, as Security Trustee and CITIBANK, N.A., as Adminis |
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| March 16, 2023 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Graham Talbot, Chief Financial Officer of the Company, c |
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| February 24, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 24, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exe |
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| February 24, 2023 |
Atlas Shareholders Approve Merger With Poseidon Acquisition Corp. EX-99.1 Exhibit 99.1 Atlas Shareholders Approve Merger With Poseidon Acquisition Corp. LONDON, UK, Feb. 24, 2023 /CNW/—Atlas Corp. (“Atlas” or the “Company”) (NYSE: ATCO) today announced that, at its annual meeting of shareholders held today, February 24, 2023 (the “Annual Meeting”), its shareholders approved by the required votes the proposal to adopt and approve the Agreement and Plan of Merger |
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| February 14, 2023 |
6-K 1 d434235d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 14, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Add |
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| February 2, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 1, 2023 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| January 10, 2023 |
SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 10, 2023 |
Table of Contents Exhibit (a)(1) TO THE SHAREHOLDERS OF ATLAS CORP. YOUR VOTE IS VERY IMPORTANT Dear Shareholders of Atlas Corp.: Enclosed is a Notice of the Annual Meeting of Shareholders (the “Annual Meeting”) of Atlas Corp., a Marshall Islands corporation (the “Company”), which will be held virtually on February 24, 2023 at 2:00 p.m., London Time, and related materials. You will be able to atte |
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| January 10, 2023 |
Exhibit (a)(4) SCAN TO VIEW MATERIALS & VOTE w ATLAS CORP. 23 BERKELEY SQUARE VOTE BY INTERNET LONDON, W1J 6HE Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above UNITED KINGDOM Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on February 22, 2023. Have your proxy card in hand when you access the |
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| January 10, 2023 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Atlas Corp. |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 21, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executi |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 16, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executi |
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| December 7, 2022 |
Exhibit (c)(9) Exhibit (c)(9) Presentation to the Special Committee of Directors Project Anchor October 5, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Table of Contents Section 1 Public Market Perspectives 4 Section 2 Financial Overview 10 Section 3 Preliminary Valuation Overview 19 Appendix Supplemental Preliminary Valuation Materials 30 PROJECT ANCHOR STRICTLY PRIVATE AND CONFIDENTIAL 2 Preliminary Overview of Consortium Proposal $MM, unless otherwise stated • US$15. |
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| December 7, 2022 |
Exhibit (c)(3) Exhibit (c)(3) Presentation to the Special Committee of Directors Project Anchor September 2, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Table of Contents Section 1 Public Market Perspectives 4 Section 2 Financial Overview 9 Section 3 Preliminary Valuation Overview 17 Appendix A Supplemental Preliminary Valuation Materials 27 Appendix B Additional Supplemental Materials 40 PROJECT ANCHOR PRELIMINARY AND CONFIDENTIAL DRAFT 2 Preliminary Overview of Consortium Proposal $MM, unless otherwise stated • US$14. |
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| December 7, 2022 |
Exhibit (c)(10) Exhibit (c)(10) Presentation to the Special Committee of Directors - Supplemental Materials Project Anchor October 5, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Anchor Discounted Cash Flow Analysis | Valuation Update Bridge (1) Anchor Implied DCF Value per Share $ / share; (+/-) $ / share variance Implied DCF Share Price (+/-) $ / Share Price Variance from (Midpoint Used for Illustrative Purposes) 09/02/22 Presentation DCF Valuation Presented to Special $16. |
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| December 7, 2022 |
Exhibit (c)(4) Exhibit (c)(4) DRAFT Illustrative Discounted Equity Value Analysis Project Anchor September 7, 2022 SUBJECT TO FURTHER REVISION DRAFT Illustrative Discounted Equity Value Analysis | Consolidated Company AV / EBITDA Multiple; Based on Seaspan and APR Management Forecast as of August 2022 (1)(2)(3) (1)(2)(3) Future Implied Stock Price Including Value of Dividends Present Value of Future Stock Price Including Value of Dividends $ $ $30. |
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| December 7, 2022 |
Calculation of Filing Fee Tables. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Atlas Corp. |
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| December 7, 2022 |
Exhibit (c)(8) Exhibit (c)(8) Discussion Materials Project Anchor September 27, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Preliminary Overview of Consortium Proposal $MM, unless otherwise stated • US$15. |
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| December 7, 2022 |
SC 13E3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 7, 2022 |
Exhibit (c)(7) Exhibit (c)(7) Discussion Materials Project Anchor September 24, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT Seaspan Valuation as Presented to Special Committee on 9. |
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| December 7, 2022 |
Table of Contents Exhibit (a)(1) PRELIMINARY COPY?SUBJECT TO COMPLETION TO THE SHAREHOLDERS OF ATLAS CORP. |
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| December 7, 2022 |
Exhibit (c)(11) Exhibit (c)(11) Presentation to the Special Committee of Directors Project Anchor October 31, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Table of Contents Section 1 Public Market Perspectives 4 Section 2 Financial Overview 9 Section 3 Valuation Overview 17 Appendix Supplemental Valuation Materials 26 PROJECT ANCHOR STRICTLY PRIVATE AND CONFIDENTIAL 2 Overview of Consortium Proposal $MM, unless otherwise stated • US $15. |
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| December 7, 2022 |
Exhibit (c)(5) Exhibit (c)(5) Discussion Materials Project Anchor September 11, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Executive Summary • Based on guidance from the Special Committee, we have prepared additional sensitivity analyses • The following analyses were prepared based on the same management projections utilized for the presentation provided to the Special Committee on 9/2/22 with the following adjustments: 1. |
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| December 7, 2022 |
Exhibit (c)(6) Exhibit (c)(6) Illustrative Discounted Equity Value Analysis – Sensitivities Project Anchor September 16, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT Special Committee Version from 9. |
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| December 7, 2022 |
Exhibit (c)(12) Preliminary Draft for Discussion Purposes Only | Subject to Ongoing Diligence and Material Changes Exhibit (C)(12) Citigroup Global Markets Singapore Pte. |
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| December 7, 2022 |
Exhibit (a)(4) Exhibit (a)(4) ATLAS CORP. 23 BERKELEY SQUARE LONDON, W1J 6HE UNITED KINGDOM SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on , 2023. Have your proxy card in hand when you access t |
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| December 7, 2022 |
Exhibit (c)(2) Exhibit (c)(2) Special Committee – Initial Review Project Anchor August 26, 2022 PRELIMINARY & CONFIDENTIAL DRAFT Topics for Discussion Peer Set and Anchor Trading Review 1 Financial Forecast Review 2 Next Steps 3 Appendix – Supplemental Materials A PROJECT ANCHOR PRELIMINARY & CONFIDENTIAL DRAFT 2 Preliminary Overview of Consortium Proposal $MM, unless otherwise stated • US$14. |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: December 1, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executiv |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.14 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this ?letter agreement?) sets forth the commitment of Deep Water Holdings, LLC, a Montana limited liability company (?DWH?), to purchase, directly or indirectly, on the terms and subjec |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.11 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the party identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation |
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| November 2, 2022 |
Exhibit 99.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 14 ARTICLE 2 THE MERGER 15 Section 2.01 The Merger 15 Section 2.02 Conversion of Shares 15 S |
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| November 2, 2022 |
Exhibit 99.9 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and each of Hamblin Watsa Investment Counsel Ltd., a Canadian corporation, in its capacity as investment manager and/or authorized power of attorney in respect of the Cov |
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| November 2, 2022 |
Side Letter to Joint Bidding Agreement dated October 31, 2022 Exhibit 99.21 October 31, 2022 Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario, Canada M5J 2N7 Washington Companies P.O. Box 16630 101 International Way Missoula, MT 59808 Ocean Network Express Pte. Ltd. 7 Straits View #16-01 Marina One East Tower Singapore 018936 David L. Sokol Re: Letter Agreement re: Joint Bidding Agreement, dated August 4, 2022 Ladie |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.15 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: ONE Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this ?letter agreement?) sets forth the commitment of Ocean Network Express Pte. Ltd., a corporation organized under the laws of Singapore (?ONE?), to purchase, directly or indirectly, on the terms and subjec |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.13 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the party identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.6 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: ONE Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this ?letter agreement?) sets forth the commitment of Ocean Network Express Pte. Ltd., a corporation organized under the laws of Singapore (?ONE?), to purchase, directly or indirectly, on the terms and subject to the conditions cont |
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| November 2, 2022 |
Exhibit 99.16 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and each of Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 20 |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.16 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: DS Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this ?letter agreement?) sets forth the commitment of David L. Sokol, an individual (?DS?), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity inte |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.12 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: ONE Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this “letter agreement”) sets forth the commitment of Ocean Network Express Pte. Ltd., a corporation organized under the laws of Singapore (“ONE”), to purchase, directly or indirectly, on the terms and subject to the conditions con |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.12 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the party identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation |
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| November 2, 2022 |
Exhibit 99.15 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and each of Hamblin Watsa Investment Counsel Ltd., a Canadian corporation, in its capacity as investment manager and/or authorized power of attorney in respect of |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.3 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporatio |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.5 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the party identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation |
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| November 2, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 14) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| November 2, 2022 |
EX-99.17 10 tm2229501d1ex99-17.htm EXHIBIT 99.17 Exhibit 99.17 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and David L. Sokol (“Shareholder”). WHEREAS, contemporaneously with the execution of this Agreement, Parent, Poseidon Me |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.12 October 31, 2022 Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario, Canada M5J 2N7 Washington Companies P.O. Box 16630 101 International Way Missoula, MT 59808 Ocean Network Express Pte. Ltd. 7 Straits View #16-01 Marina One East Tower Singapore 018936 David L. Sokol Re: Letter Agreement re: Joint Bidding Agreement, dated August 4, 2022 Ladie |
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| November 2, 2022 |
Exhibit 99.10 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and each of Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 20 |
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| November 2, 2022 |
Exhibit 99.18 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and each of Hamblin Watsa Investment Counsel Ltd., a Canadian corporation, in its capacity as investment manager and/or authorized power of attorney in respect of the Co |
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| November 2, 2022 |
Exhibit 99.17 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and each of Deep Water Holdings, LLC, The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee Washington 20 |
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| November 2, 2022 |
Rollover Agreement of the Reporting Persons, dated October 31, 2022 EX-99.10 3 d374793dex9910.htm EX-99.10 Exhibit 99.10 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”). RECITALS WHEREAS, Parent, Poseidon Merger |
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| November 2, 2022 |
ATCO / Atlas Corp / WASHINGTON DENNIS R - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 31) ATLAS CORP. (Name of Issuer) Common shares, $.01 par value per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Deep Water Holdings, LLC c/o Washington Corporations 101 International Drive P.O. Box 16630 Missoula, MT 59808 (406) 523-1300 Kyl |
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| November 2, 2022 |
Exhibit 99.19 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and David L. Sokol (?Shareholder?). WHEREAS, contemporaneously with the execution of this Agreement, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation an |
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| November 2, 2022 |
Exhibit 99.2 ATCO Transaction Release FOR IMMEDIATE RELEASE Atlas Corp. to be Acquired by Poseidon Acquisition Corp. for $15.50 in Cash Per Share [Atlas to Host Conference Call November 2 at 8:30 a.m. Eastern Time] LONDON and TORONTO, November 1, 2022 ? Atlas ("Atlas" or the "Company") (NYSE: ATCO) and Poseidon Acquisition Corp. ("Poseidon"), an entity formed by certain affiliates of Fairfax Finan |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.10 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporati |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.13 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this “letter agreement”) sets forth the commitment of Deep Water Holdings, LLC, a Montana limited liability company (“DWH”), to purchase, directly or indirectly, on the terms and subject to the conditions con |
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| November 2, 2022 |
David L. Sokol Equity Commitment Letter, dated October 31, 2022. Exhibit 99.14 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: DS Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this “letter agreement”) sets forth the commitment of David L. Sokol, an individual (“DS”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of Poseidon Acqui |
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| November 2, 2022 |
Joint Press Release dated November 1, 2022 Exhibit 99.20 FOR IMMEDIATE RELEASE Atlas Corp. to be Acquired by Poseidon Acquisition Corp. for $15.50 in Cash Per Share Atlas to Host Conference Call November 2 at 8:30 a.m. Eastern Time LONDON and TORONTO, November 1, 2022 ? Atlas (?Atlas? or the ?Company?) (NYSE: ATCO) and Poseidon Acquisition Corp. (?Poseidon?), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (?Fa |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.9 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (“Holder”) and Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporatio |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.4 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporatio |
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| November 2, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.18 October 31, 2022 Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario, Canada M5J 2N7 Washington Companies P.O. Box 16630 101 International Way Missoula, MT 59808 Ocean Network Express Pte. Ltd. 7 Straits View #16-01 Marina One East Tower Singapore 018936 David L. Sokol Re: Letter Agreement re: Joint Bidding Agreement, dated August 4, 2022 Ladie |
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| November 2, 2022 |
Exhibit 99.13 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Atlas Corp. The undersigned further agree that each party hereto is responsible for the timel |
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| November 2, 2022 |
Exhibit 99.11 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of October 31, 2022, by and between Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?), and David L. Sokol (?Shareholder?). WHEREAS, contemporaneously with the execution of this Agreement, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporation an |
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| November 2, 2022 |
ATCO / Atlas Corp / SOKOL DAVID L - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Atlas Corp. (Name of Issuer) Common shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) David L. Sokol 2400 Del Lago Drive Fort Lauderdale FL 33316 (313) 465-7000 (Name, Address and Telephone Number of Person Authoriz |
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| November 2, 2022 |
Exhibit 99.9 Execution Version AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 14 ARTICLE 2 THE MERGER 15 Section 2.01 The Merger 15 Section 2.02 Conversion of Shares 15 S |
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| November 2, 2022 |
[Remainder of page intentionally left blank] EX-99.7 8 tm2229492d1ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this “letter agreement”) sets forth the commitment of Deep Water Holdings, LLC, a Montana limited liability company (“DWH”), to purchase, directly or indirectly, on |
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| November 2, 2022 |
[Remainder of page intentionally left blank] EX-99.8 9 tm2229492d1ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 October 31, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: Re: DS Equity Commitment Letter Ladies and Gentlemen: This letter agreement (this “letter agreement”) sets forth the commitment of David L. Sokol, an individual (“DS”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein |
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| November 2, 2022 |
ROLLOVER AND CONTRIBUTION AGREEMENT Exhibit 99.11 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), dated as of October 31, 2022 is entered into by and between the parties identified on the signature page hereto as Holder (?Holder?) and Poseidon Acquisition Corp., a Marshall Islands corporation (?Parent?). RECITALS WHEREAS, Parent, Poseidon Merger Sub, Inc., a Marshall Islands corporati |
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| November 1, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Atlas Corp. to be Acquired by Poseidon Acquisition Corp. for $15.50 in Cash Per Share Atlas to Host Conference Call November 2 at 8:30 a.m. Eastern Time LONDON and TORONTO, November 1, 2022 ? Atlas (?Atlas? or the ?Company?) (NYSE: ATCO) and Poseidon Acquisition Corp. (?Poseidon?), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (?Fai |
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| November 1, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 14 ARTICLE 2 THE MERGER 15 Section 2.01 The Merger 15 Section 2.02 Conversion of Shares 15 Section 2.03 Surrend |
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| November 1, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: October 31, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| October 4, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 13) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| October 4, 2022 |
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D EXHIBIT 99.2 CUSIP No. Y0436Q109 AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the comp |
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| October 4, 2022 |
EXHIBIT 99.6 POWER OF ATTORNEY Each person whose signature appears below, each being an authorized representative of the entity beside his or her name, hereby makes, constitutes and appoints Peter Clarke, Derek Bulas and Eric Salsberg as the true and lawful attorneys-in-fact for the entity beside his or her name, for the purpose of, from time to time, executing in the respective entity?s name or o |
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| October 4, 2022 |
EXHIBIT 99.1 MEMBERS OF FILING GROUP V. Prem Watsa The Second 810 Holdco Ltd. The Second 1109 Holdco Ltd. The Sixty Two Investment Company Limited 12002574 Canada Inc. Fairfax Financial Holdings Limited FFHL Group Ltd. Fairfax (Barbados) International Corp. Wentworth Insurance Company Ltd. The Sixty Three Foundation Fairfax (US) Inc. Odyssey US Holdings Inc Odyssey Group Holdings, Inc. Odyssey Rei |
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| September 27, 2022 |
Exhibit 99.7 Via Email September 26, 2022 Atlas Corp. 23 Berkley Square London, United Kingdom WIJ 6HE Attn: Special Committee Re: August 4 ?Go-Private? Proposal To the Special Committee: It has been more than seven weeks since the submission of our offer to take Atlas Corp. (?Atlas?) private on August 4, 2022. In an effort to reach a conclusion and bring certainty to Atlas and its shareholders, w |
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| September 27, 2022 |
ATCO / Atlas Corp / SOKOL DAVID L - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Atlas Corp. (Name of Issuer) Common shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) David L. Sokol 2400 Del Lago Drive Fort Lauderdale FL 33316 (313) 465-7000 (Name, Address and Telephone Number of Person Authoriz |
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| September 27, 2022 |
Exhibit 99.12 Via Email September 26, 2022 Atlas Corp. 23 Berkley Square London, United Kingdom WIJ 6HE Attn: Special Committee Re: August 4 ?Go-Private? Proposal To the Special Committee: It has been more than seven weeks since the submission of our offer to take Atlas Corp. (?Atlas?) private on August 4, 2022. In an effort to reach a conclusion and bring certainty to Atlas and its shareholders, |
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| September 27, 2022 |
Exhibit 99.7 POSEIDON ACQUISITION CORP. UNILATERALLY INCREASES ITS BID PRICE TO ACQUIRE ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS TO $15.50 PER SHARE IN CASH London and Toronto, September 26, 2022 ? Poseidon Acquisition Corp., on behalf of a consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas Corp. (NYSE: ATCO) (?Atlas? or the ?Comp |
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| September 27, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 12) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| September 27, 2022 |
ATCO / Atlas Corp / WASHINGTON DENNIS R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 30) ATLAS CORP. (Name of Issuer) Common shares, $.01 par value per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Deep Water Holdings, LLC c/o Washington Corporations 101 International Drive P.O. Box 16630 Missoula, MT 59808 (406) 523 |
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| September 27, 2022 |
EX-99.8 3 d402497dex998.htm EX-99.8 Exhibit 99.8 POSEIDON ACQUISITION CORP. UNILATERALLY INCREASES ITS BID PRICE TO ACQUIRE ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS TO $15.50 PER SHARE IN CASH London and Toronto, September 26, 2022 — Poseidon Acquisition Corp., on behalf of a consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas Corp |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 12, 2022 |
Exhibit 10.1 Execution Version NOTE PURCHASE AGREEMENT Dated May 17, 2022 by and among SEASPAN HOLDCO III LTD., AS ISSUER, SEASPAN CORPORATION, AS GUARANTOR, CITIBANK, N.A., AS NOTE ADMINISTRATIVE AGENT, CITIBANK, N.A., AS REGISTRAR AND PAYING AGENT, SOCI?T? G?N?RALE, HONG KONG BRANCH, AS LEAD SUSTAINABILITY COORDINATOR, AND THE PURCHASERS PARTY TO THIS AGREEMENT FROM TIME TO TIME $500,000,000 5.1 |
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| August 12, 2022 |
Exhibit 10.4 EXECUTION VERSION dated as of June 29, 2022 by ATLAS CORP. in favor of UMB BANK, NATIONAL ASSOCIATION not in its individual capacity, but solely as a security trustee for an on behalf of the Finance Parties, as Guaranteed Party FIRST AMENDED AND RESTATED APR GUARANTY TABLE OF CONTENTS Page Section 1. Definitions. 1 Section 2. Guaranty. 1 Section 3. Application of Proceeds. 4 Section 4 |
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| August 12, 2022 |
Exhibit 10.2 EXECUTION VERSION FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2022 among APR ENERGY, LLC as US Borrower APR ENERGY HOLDINGS LIMITED as UK Borrower CITIBANK, N.A. as Administrative Agent CITIBANK, N.A. as Sole Structuring Agent CITIBANK, N.A. EXPORT DEVELOPMENT CANADA BANK OF MONTREAL, CHICAGO BRANCH THE TORONTO-DOMINION BANK as Mandated Lead Arrangers and THE SEVE |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 12, 2022 |
Exhibit 10.3 EXECUTION VERSION FIRST AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT dated as of June 29, 2022 among APR ENERGY, LLC as US Borrower APR ENERGY HOLDINGS LIMITED as UK Borrower THE OTHER OBLIGORS FROM TIME TO TIME PARTY HERETO THE OTHER SECURED PARTIES FROM TIME TO TIME PARTY HERETO UMB BANK, NATIONAL ASSOCIATION as Security Trustee and CITIBANK, N.A., as Administrative Age |
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| August 8, 2022 |
Equity Commitment Letter of Ocean Network Express Pte. Ltd., dated August 4, 2022. Exhibit 99.11 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: ONE Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement?), by and among the en |
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| August 8, 2022 |
Joint Bidding Agreement, dated August 4, 2022. Exhibit 99.8 Execution Version JOINT BIDDING AGREEMENT THIS JOINT BIDDING AGREEMENT (the ?Agreement?) is entered into and effective as of August 4, 2022 by and among: (1) Each of the entities set forth on Schedule 2 (collectively, ?FF?); (2) Deep Water Holdings, LLC (?Deep Water?), The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee |
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| August 8, 2022 |
Proposal, dated August 4, 2022. Exhibit 99.6 POSEIDON ACQUISITION CORP. CONFIDENTIAL August 4, 2022 Atlas Corp. 23 Berkeley Square London, United Kingdom WIJ 6HE Attn: Board of Directors Re: Non-Binding ?Go-Private? Proposal To Board of Directors (the ?Board?): On behalf of an entity (?Bidco?) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, ?FF?), Deep Water Holdings, LLC, The Kyle Roy Washingto |
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| August 8, 2022 |
Equity Commitment Letter of David L. Sokol, dated August 4, 2022. Exhibit 99.9 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: DS Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement?), by and among the enti |
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| August 8, 2022 |
Equity Commitment Letter of Deep Water Holdings, LLC, dated August 4, 2022. Exhibit 99.10 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement |
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| August 8, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 11) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| August 8, 2022 |
Press Release, dated August 4, 2022. Exhibit 99.7 CHAIRMAN OF ATLAS CORP., FAIRFAX FINANCIAL HOLDINGS LIMITED AND THE WASHINGTON FAMILY PARTNER WITH Ocean Network Express PTE. LTD. TO JOINTLY PROPOSE ACQUIRING ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS FOR $14.45 PER SHARE IN CASH London and Toronto, August 4, 2022 ? A consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas |
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| August 5, 2022 |
Equity Commitment Letter of David L. Sokol, dated August 4, 2022. Exhibit 99.9 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: DS Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement?), by and among the enti |
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| August 5, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.5 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement? |
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| August 5, 2022 |
Exhibit 99.2 CHAIRMAN OF ATLAS CORP., FAIRFAX FINANCIAL HOLDINGS LIMITED AND THE WASHINGTON FAMILY PARTNER WITH OCEAN NETWORK EXPRESS PTE. LTD. TO JOINTLY PROPOSE ACQUIRING ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS FOR $14.45 PER SHARE IN CASH London and Toronto, August 4, 2022 ? A consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas |
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| August 5, 2022 |
Exhibit 99.1 POSEIDON ACQUISITION CORP. CONFIDENTIAL August 4, 2022 Atlas Corp. 23 Berkeley Square London, United Kingdom WIJ 6HE Attn: Board of Directors Re: Non-Binding “Go-Private” Proposal To Board of Directors (the “Board”): On behalf of an entity (“Bidco”) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, “FF”), Deep Water Holdings, LLC, The Kyle Roy Washingto |
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| August 5, 2022 |
Joint Bidding Agreement, dated August 4, 2022. EX-99.8 4 tm2222666d1ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 Execution Version JOINT BIDDING AGREEMENT THIS JOINT BIDDING AGREEMENT (the “Agreement”) is entered into and effective as of August 4, 2022 by and among: (1) Each of the entities set forth on Schedule 2 (collectively, “FF”); (2) Deep Water Holdings, LLC (“Deep Water”), The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable |
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| August 5, 2022 |
Equity Commitment Letter of Ocean Network Express Pte. Ltd., dated August 4, 2022. Exhibit 99.11 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: ONE Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement?), by and among the en |
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| August 5, 2022 |
Exhibit 99.1 POSEIDON ACQUISITION CORP. CONFIDENTIAL August 4, 2022 Atlas Corp. 23 Berkeley Square London, United Kingdom WIJ 6HE Attn: Board of Directors Re: Non-Binding ?Go-Private? Proposal To Board of Directors (the ?Board?): On behalf of an entity (?Bidco?) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, ?FF?), Deep Water Holdings, LLC, The Kyle Roy Washingto |
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| August 5, 2022 |
Exhibit 99.3 Execution Version JOINT BIDDING AGREEMENT THIS JOINT BIDDING AGREEMENT (the ?Agreement?) is entered into and effective as of August 4, 2022 by and among: (1) Each of the entities set forth on Schedule 2 (collectively, ?FF?); (2) Deep Water Holdings, LLC (?Deep Water?), The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005, and The Kevin Lee |
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| August 5, 2022 |
ATCO / Atlas Corp / WASHINGTON DENNIS R - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 29) ATLAS CORP. (Name of Issuer) Common shares, $.01 par value per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Deep Water Holdings, LLC c/o Washington Corporations 101 International Drive P.O. Box 16630 Missoula, MT 59808 (406) 523-1300 Kyl |
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| August 5, 2022 |
Press Release, dated August 4, 2022. EX-99.7 3 tm2222666d1ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 CHAIRMAN OF ATLAS CORP., FAIRFAX FINANCIAL HOLDINGS LIMITED AND THE WASHINGTON FAMILY PARTNER WITH Ocean Network Express PTE. LTD. TO JOINTLY PROPOSE ACQUIRING ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS FOR $14.45 PER SHARE IN CASH London and Toronto, August 4, 2022 — A consortium composed of David L. Sokol |
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| August 5, 2022 |
Proposal, dated August 4, 2022. Exhibit 99.6 POSEIDON ACQUISITION CORP. CONFIDENTIAL August 4, 2022 Atlas Corp. 23 Berkeley Square London, United Kingdom WIJ 6HE Attn: Board of Directors Re: Non-Binding ?Go-Private? Proposal To Board of Directors (the ?Board?): On behalf of an entity (?Bidco?) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, ?FF?), Deep Water Holdings, LLC, The Kyle Roy Washingto |
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| August 5, 2022 |
6-K 1 d285498d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 4, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Addres |
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| August 5, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.5 August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among th |
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| August 5, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.6 August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: DS Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on |
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| August 5, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.4 August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: ONE Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the entities set forth on |
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| August 5, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 11) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| August 5, 2022 |
ATCO / Atlas Corp / SOKOL DAVID L - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Atlas Corp. (Name of Issuer) Common shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) David L. Sokol 2400 Del Lago Drive Fort Lauderdale FL 33316 (313) 465-7000 (Name, Address and Telephone Number of Person Authorize |
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| August 5, 2022 |
Equity Commitment Letter of Deep Water Holdings, LLC, dated August 4, 2022. Exhibit 99.10 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: Washington Family Holdings Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement |
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| August 5, 2022 |
[Remainder of page intentionally left blank] EX-99.4 5 d367831dex994.htm EX-99.4 Exhibit 99.4 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: DS Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the |
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| August 5, 2022 |
Exhibit 99.3: Joint Bidding Agreement EX-99.3 4 tm2222593d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 JOINT BIDDING AGREEMENT THIS JOINT BIDDING AGREEMENT (the “Agreement”) is entered into and effective as of August 4, 2022 by and among: (1) Each of the entities set forth on Schedule 2 (collectively, “FF”); (2) Deep Water Holdings, LLC (“Deep Water”), The Kyle Roy Washington 2014 Trust, Kyle Roy Washington 2005 Irrevocab |
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| August 5, 2022 |
Exhibit 99.2 CHAIRMAN OF ATLAS CORP., FAIRFAX FINANCIAL HOLDINGS LIMITED AND THE WASHINGTON FAMILY PARTNER WITH Ocean Network Express PTE. LTD. TO JOINTLY PROPOSE ACQUIRING ALL COMMON SHARES OF ATLAS CORP. NOT CONTROLLED BY ITS MAJORITY SHAREHOLDERS FOR $14.45 PER SHARE IN CASH London and Toronto, August 4, 2022 — A consortium composed of David L. Sokol, Chairman of the Board of Directors of Atlas |
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| August 5, 2022 |
Exhibit 99.1 POSEIDON ACQUISITION CORP. CONFIDENTIAL August 4, 2022 Atlas Corp. 23 Berkeley Square London, United Kingdom WIJ 6HE Attn: Board of Directors Re: Non-Binding ?Go-Private? Proposal To Board of Directors (the ?Board?): On behalf of an entity (?Bidco?) formed by certain affiliates of Fairfax Financial Holdings Limited (collectively, ?FF?), Deep Water Holdings, LLC, The Kyle Roy Washingto |
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| August 5, 2022 |
[Remainder of page intentionally left blank] Exhibit 99.6 Execution Version August 4, 2022 Poseidon Acquisition Corp. Attention: David L. Sokol Email: [email protected] Re: ONE Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Joint Bidding Agreement, dated and effective as of the date hereof (as it may be amended, supplemented or otherwise modified from time to time, the ?Agreement?), by and among the ent |
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| May 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princ |
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| April 8, 2022 |
EX-2 3 tm2212240d1ex-2.htm EXHIBIT 2 EXHIBIT 2 CUSIP No. Y0436Q109 AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any am |
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| April 8, 2022 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, |
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| April 8, 2022 |
EX-1 2 tm2212240d1ex-1.htm EXHIBIT 1 EXHIBIT 1 MEMBERS OF FILING GROUP V. Prem Watsa The Second 810 Holdco Ltd. The Second 1109 Holdco Ltd. The Sixty Two Investment Company Limited 12002574 Canada Inc. Fairfax Financial Holdings Limited FFHL Group Ltd. Fairfax (Barbados) International Corp. Wentworth Insurance Company Ltd. The Sixty Three Foundation Fairfax (US) Inc. Odyssey US Holdings Inc Odysse |
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| March 25, 2022 |
Filing Fee Table (filed herewith). Exhibit 107 Form S-8 (Form Type) ATLAS CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common shares, par value $0.01 per share, to be issued under the |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal exec |
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| March 25, 2022 |
As filed with the Securities and Exchange Commission on March 25, 2022 As filed with the Securities and Exchange Commission on March 25, 2022 Registration No. |
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| March 25, 2022 |
Atlas Corp. Amended and Restated Stock Incentive Plan (filed herewith). Exhibit 99.1 AMENDED AND RESTATED STOCK INCENTIVE PLAN On February 27, 2020 (the ?Transaction Date?), Seaspan Corporation (?Seaspan?) completed its holding company reorganization (the ?Reorganization?). The Reorganization was effected pursuant to the Agreement and Plan of Merger, dated as of November 20, 2019, as amended (the ?Merger Agreement?), by and among Seaspan, Atlas Corp., a wholly owned s |
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| March 25, 2022 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Atlas Corp. We consent to the incorporation by reference in the Registration Statements (Nos. 333-257967, 333-254536, 333-238178, and 333-230524) on Form F-3, the Registration Statement (No. 333-254537) on Form F-4, the Registration Statements (Nos. 333-151329, 333-202698 and 333-224291) on Form F-3D, and |
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| March 24, 2022 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Graham Talbot, Chief Financial Officer of the Company, c |
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| March 24, 2022 |
Rule 13a-14(a)/15d-14(a) Certification of Atlas Corp.’s Chief Financial Officer. Exhibit 12.2 CERTIFICATION I, Graham Talbot, Chief Financial Officer of Atlas Corp. (the “Company”), certify that: 1.I have reviewed this report on Form 20-F of the Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
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| March 24, 2022 |
Rule 13a-14(a)/15d-14(a) Certification of Atlas Corp.’s Chief Executive Officer. Exhibit 12.1 CERTIFICATION I, Bing Chen, Chief Executive Officer of Atlas Corp. (the “Company”), certify that: 1.I have reviewed this report on Form 20-F of the Company; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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| March 24, 2022 |
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 EXHIBIT 2.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of the registrant?s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?) of Atlas Corp. (?Atlas?). Because the following is only a summary, it may not contain |
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| March 24, 2022 |
Consent of KPMG LLP, relating to the Company Financial Statements Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Atlas Corp. We consent to the incorporation by reference in the Registration Statements (Nos. 333-257967, 333-254536, 333-238178, and 333-230524) on Form F-3, the Registration Statement (No. 333-254537) on Form F-4, the Registration Statements (Nos. 333-151329, 333-202698 and 333-224291) on Form F-3D, and |
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| March 24, 2022 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Bing Chen, Chief Executive Officer of the Company, certi |
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| March 24, 2022 |
Exhibit 4.35 EXECUTION VERSION This FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of May 17, 2021, between ATLAS CORP., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the ?Company?), and THE BANK OF NEW YORK MELLON, as trustee (the ?Trustee?). RECITALS WHEREAS, the Company and the Trustee have heretofore executed and |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of p |
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| September 23, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 23, 2021 ? Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Addr |
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| September 22, 2021 |
ATCO / Atlas Corp / WASHINGTON DENNIS R - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 28) ATLAS CORP. (Name of Issuer) Common shares, $.01 par value per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Deep Water Holdings, LLC c/o Washington Corporations 101 International Drive P.O. Box 16630 Missoula, MT 59808 (406) 523-1300 Kyl |
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| August 25, 2021 |
ATCO / Atlas Corp / FAIRFAX FINANCIAL HOLDINGS LTD/ CAN - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, $0.01 Par Value (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke Vice President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, Canad |
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| August 25, 2021 |
EXHIBIT 2.4 CUSIP No. Y0436Q109 AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the compl |
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| August 25, 2021 |
EX-1.4 2 tm2125770d1ex1-4.htm EXHIBIT 1.4 EXHIBIT 1.4 MEMBERS OF FILING GROUP V. Prem Watsa The Second 810 Holdco Ltd. The Second 1109 Holdco Ltd. The Sixty Two Investment Company Limited 12002574 Canada Inc. Fairfax Financial Holdings Limited FFHL Group Ltd. Fairfax (Barbados) International Corp. Wentworth Insurance Company Ltd. The Sixty Three Foundation Fairfax (US) Inc. Odyssey US Holdings Inc |
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| August 25, 2021 |
EX-7 4 tm2125770d1ex7.htm EXHIBIT 7 Exhibit 7 AGREED FORM Dated 2020 FAIRFAX FINANCIAL HOLDINGS LIMITED, as Promisor - and – [GATLAND BIDCO LIMITED], as Payee - and – HAMBLIN WATSA INVESTMENT COUNSEL LTD., as HWIC Asset Value Loan Note1 1 Note: This Note represents the agreed form of the Notes that will be issued on Completion pursuant to the SPA, and at the time of issuance will be split into Not |
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| August 24, 2021 |
Exhibit 10.5 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed on behalf of each of us. Dated: August 23, 2021 DEEP WATER HOLDINGS, LLC /s/ Lawrence R. Simkins Lawrence R. Simkins, Manager Dated: August 23, 2021 WASHINGTON INVESTM |
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| August 24, 2021 |
ATCO / Atlas Corp / WASHINGTON DENNIS R - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 27) ATLAS CORP. (Name of Issuer) Common shares, $.01 par value per share (Title of Class of Securities) Y0436Q109 (CUSIP Number) Deep Water Holdings, LLC c/o Washington Corporations 101 International Drive P.O. Box 16630 Missoula, MT 59808 (406) 523-1300 Kyl |
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| August 23, 2021 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 23, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal execu |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Commission File Number 001-39237 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of princi |
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| July 16, 2021 |
Opinion of Gibson, Dunn & Crutcher UK LLP, relating to UK tax matters. Exhibit 8.3 Client: 06493.00002 16 July 2021 Atlas Corp. 23 Berkeley Square London W1J 6HE Re: 6,000,000 Common Shares offered by the selling security-holders identified in the Registration Statement on Form F-3 of Atlas Corp. of July 16, 2021. Dear Sir/Madam, 1 INTRODUCTION 1.1 We have acted as English legal advisers to Atlas Corp., a corporation incorporated under the laws of the Republic of the |
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| July 16, 2021 |
As filed with the Securities and Exchange Commission on July 16, 2021 Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021 Registration Statement No. |
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| July 14, 2021 |
EX-4.1 2 d159840dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SEASPAN CORPORATION, as the Issuer 5.50% BLUE TRANSITION SENIOR NOTES DUE 2029 INDENTURE Dated as of July 14, 2021 THE BANK OF NEW YORK MELLON, as Trustee CONTENTS Clause Page ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 32 SECTION 1.03 Rules of Construction 33 ARTIC |
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| July 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 14, 2021 Commission File Number 333-229312 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executive |
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| July 2, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 13, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 2, 2021 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 13, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2 |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 28, 2021 Commission File Number 333-229312 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executi |
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| June 28, 2021 |
Supplemental Information – Seaspan Corporation EX-99.1 2 atco-ex99138.htm EX-99.1 Exhibit 99.1 Supplemental Information – Seaspan Corporation Unless otherwise specified or unless the context requires otherwise, all references in this supplemental information to the “Company,” “Seaspan,” “we,” “us,” “our” or similar references mean Seaspan Corporation and its subsidiaries, taken as a whole, and all references to “Atlas” refer to Atlas Corp. and |
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| June 15, 2021 |
EXHIBIT 1 MEMBERS OF FILING GROUP V. Prem Watsa The Second 810 Holdco Ltd. The Second 1109 Holdco Ltd. The Sixty Two Investment Company Limited 12002574 Canada Inc. Fairfax Financial Holdings Limited FFHL Group Ltd. Fairfax (Barbados) International Corp. Wentworth Insurance Company Ltd. The Sixty Three Foundation Fairfax (US) Inc. Odyssey US Holdings Inc. Odyssey Group Holdings, Inc. Odyssey Reins |
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| June 15, 2021 |
Joint filing agreement dated as of June 14, 2021 among the Reporting Persons. EX-2 3 tm2119584d1ex2.htm EXHIBIT 2 EXHIBIT 2 CUSIP No. Y0436Q109 AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any ame |
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| June 15, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8) Under the Securities Exchange Act of 1934 Atlas Corp. (Name of Issuer) Common Shares, $0.01 Par Value (Title of Class of Securities) Y0436Q109 (CUSIP Number) Peter Clarke Vice President and Chief Operating Officer Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, Canad |
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| June 15, 2021 |
Power of attorney, dated April 27, 2021 EX-4 4 tm2119584d1ex4.htm EXHIBIT 4 EXHIBIT 4 POWER OF ATTORNEY Each person whose signature appears below, each being an authorized representative of the entity beside his or her name, hereby makes, constitutes and appoints Peter Clarke, Derek Bulas and Eric Salsberg as the true and lawful attorneys-in-fact for the entity beside his or her name, for the purpose of, from time to time, executing in |
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| June 14, 2021 |
EX-4.4 7 d180582dex44.htm EX-4.4 Exhibit 4.4 Execution Version This FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”), dated as of June 11, 2021, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). RECI |
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| June 14, 2021 |
Exhibit 4.3 Execution Version ATLAS CORP. - and - THE INVESTORS SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT June 11, 2021 Table of Contents Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 4 Article II REGISTRATION RIGHTS 4 Section 2.01 Shelf Registration 4 Section 2.02 Registration Defaults 6 Section 2.03 NYSE Listing 7 Section 2.04 Delay Rights 7 Sec |
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| June 14, 2021 |
Atlas Corp. Completes Exchange and Amendment of $600 million Fairfax Senior Notes EX-99.1 8 d180582dex991.htm EX-99.1 Exhibit 99.1 Atlas Corp. 23 Berkeley Square Mayfair, London, W1J 6HE United Kingdom www.atlascorporation.com Atlas Corp. Completes Exchange and Amendment of $600 million Fairfax Senior Notes LONDON, UK, June 14, 2021 /Cision/—Atlas Corp. (“Atlas”) (NYSE: ATCO) today announced that it has completed an exchange and amendment of $600 million aggregate principal amo |
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| June 14, 2021 |
EX-1.1 2 d180582dex11.htm EX-1.1 Exhibit 1.1 STATEMENT OF DESIGNATION OF THE 7.00% CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES – SERIES J OF ATLAS CORP. ATLAS CORP., a corporation organized and existing under the Business Corporations Act (the “BCA”) of the Republic of the Marshall Islands (the “Corporation”), in accordance with the provisions of Section 35 thereof and the Corporation’s Amend |
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| June 14, 2021 |
Exhibit 1.2 [Number] PREFERRED STOCK [Number of Shares] ATLAS CORP. INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE PAR VALUE $0.01, 7.00% CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES ? SERIES J OF ATLAS CORP. Transferable on the books of the Corporation by the holder hereof in person or by duly authorized at |
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| June 14, 2021 |
EX-4.2 5 d180582dex42.htm EX-4.2 Exhibit 4.2 Execution Version WARRANT AGREEMENT Dated as of June 11, 2021 by and among ATLAS CORP. and THE INVESTORS SPECIFIED HEREIN TABLE OF CONTENTS PAGE Section 1. Defined Terms 1 Section 2. Issuance of Warrants; Warrant Certificates 6 2.01 Form and Dating 6 2.02 Execution of Warrant Certificates 6 2.03 Warrant Register 6 2.04 Transfer and Exchange 6 2.05 Repla |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 14, 2021 Commission File Number 333-229312 ATLAS CORP. (Exact name of Registrant as specified in its Charter) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of principal executi |
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| June 14, 2021 |
EX-4.1 4 d180582dex41.htm EX-4.1 Exhibit 4.1 Execution Version SUBSCRIPTION AND EXCHANGE AGREEMENT This SUBSCRIPTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 11, 2021, by and among Atlas Corp., a Republic of the Marshall Islands corporation (the “Company”), Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly-owned subsid |
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| May 27, 2021 |
EX-4.1 2 d157605dex41.htm EX-4.1 Exhibit 4.1 FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of 19 May, 2021 between SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent CITIBANK N.A., as Structuring Agent CITIBANK, N.A., as global coordinator, left lead mandated lead arranger and joint-bookrunner BANK OF MONTREAL, SOCIÉTÉ GÉNÉRALE, |
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| May 27, 2021 |
EX-4.3 4 d157605dex43.htm EX-4.3 Exhibit 4.3 FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of 19 May, 2021 between SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., as Structuring Agent CITIBANK, N.A., as global coordinator, left lead mandated lead arranger and joint-bookrunner BANK OF MONTREAL, SOCIÉTÉ GÉNÉRALE, |
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| May 27, 2021 |
Exhibit 99.1 23 Berkeley Square Mayfair, London, W1J 6HE United Kingdom www.atlascorporation.com Seaspan Announces Completion of the Largest Reported Sustainability-Linked US Private Placement of $500 million as part of its Amended & Upsized $2.5 billion Portfolio Financing Program Announces Significant Enhancements and Total Capacity Increase to its Industry-Leading Innovative $2.5 billion Portfo |
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| May 27, 2021 |
EX-4.5 6 d157605dex45.htm EX-4.5 Exhibit 4.5 Execution Version NOTE PURCHASE AGREEMENT Dated May 21, 2021 by and among SEASPAN HOLDCO III LTD., AS ISSUER, SEASPAN CORPORATION, AS GUARANTOR, CITIBANK, N.A., AS NOTE ADMINISTRATIVE AGENT, CITIBANK, N.A., AS REGISTRAR AND PAYING AGENT, SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, AS LEAD SUSTAINABILITY COORDINATOR, AND THE PURCHASERS PARTY TO THIS AGREEMENT FR |
